Wrap Text
Anglo American response to statement from Sirius Minerals Plc (“Sirius”)
Anglo American plc (the “Company”)
Registered office: 20 Carlton House Terrace, London SW1Y 5AN
Registered number: 3564138 (incorporated in England and Wales)
Legal Entity Identifier: 549300S9XF92D1X8ME43
ISIN: GBOOB1XZS820
JSE Share Code: AGL
NSX Share Code: ANM
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON
TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN
ANNOUNCEMENT OF A FIRM INTENTION TO UNDERTAKE ANY TRANSACTION UNDER
RULE 2.7 OF THE CODE. ACCORDINGLY, THERE CAN BE NO CERTAINTY THAT ANY
OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY SUCH OFFER WOULD
BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
8 January 2020
Anglo American response to statement from Sirius Minerals Plc (“Sirius”)
Anglo American plc (“Anglo American”) notes the announcement released today by Sirius
regarding a possible offer for Sirius by Anglo American.
Anglo American confirms that it is in advanced discussions with Sirius in relation to a possible
offer at a value of 5.5 pence per Sirius share, in cash (the “Proposal”). The Proposal would value
the entire issued share capital of Sirius at approximately £386 million.
In September 2019, Sirius announced that it was undertaking a strategic review in order to assess
the development plan for its North Yorkshire polyhalite project (the “Project”) and an appropriate
financing structure to provide relevant funding. Sirius also announced that the strategic review
would include a broader process to seek a major strategic partner in the Project. In November
2019, Sirius provided an update on the progress of this strategic review, including a revised two-
stage development plan.
Anglo American identified the Project as being of potential interest some time ago, given the
quality of the underlying asset in terms of scale, resource life, operating cost profile and the nature
and quality of its product. The Project has the potential to fit well with Anglo American’s
established strategy of focusing on world-class assets, particularly in the context of Anglo
American’s portfolio trajectory towards later cycle products that support a fast-growing global
population and a cleaner, greener, more sustainable world.
Anglo American believes that the possible offer could provide certainty to Sirius’ shareholders,
whilst Anglo American brings the financial, technical and marketing resources and capabilities to
progress the Project over time. This should also be in the interests of Sirius’ broader stakeholders
Anglo American plc including employees and customers. Anglo American notes the following key attributes from its
initial assessment:
- Asset quality: Anglo American believes that the Project has the potential to become a
world-class, low-cost and long-life asset. Sirius has progressed the development of the
Project to an advanced stage, with construction now under way for over two years. Sirius
has indicated that this is currently the world’s largest known high-grade polyhalite deposit
with a JORC Reserve of 290 million tonnes, with a grade of 88.8%, and a Resource of
2.69 billion tonnes. The Resource indicated by Sirius has the scale, thickness and quality
to be mined efficiently using bulk mining methods through a relatively simple, low-energy,
non-chemical production process. Sirius has indicated that the Project could operate at
an EBITDA margin potentially well in excess of 50% leaving the Project well positioned
for strong through-the-cycle profitability with a long anticipated asset life.
- Development pathway: At this stage, the Project requires a significant amount of further
financing to develop and commission the operation that has proven challenging for Sirius
to procure on an economic basis. Anglo American, as one of the world’s leading mining
companies, has the resources and capabilities to help build on the achievements of the
Sirius team. Anglo American remains committed to its disciplined capital allocation
framework. During the first two years after an offer is successfully completed,
development work on the Project is expected to be broadly in line with Sirius’ revised
development plan although Anglo American intends to update the development timeline,
optimise mine design and ensure appropriate integration with its own operating
standards and practices. Anglo American believes that there is the potential for long-term
benefits from Anglo American’s technical expertise in both the development and
operational phases, as well as from Anglo American’s recognised Operating Model to
drive safety and productivity to world-leading standards. Integration into Anglo
American’s global Marketing network would provide full mine-to-market capabilities and
build on Anglo American’s institutional experience in the world’s major fertiliser markets.
- Premium product: Sirius’ polyhalite product, POLY4, is a multi-nutrient fertiliser certified
for organic use and has the potential to generate demand at a competitive cost that
supports a strong margin. POLY4 is an attractive low-chloride alternative to traditional
potassium-bearing mineral products on a cost-effective basis. It includes four of the six
key nutrients that plants need to grow – potassium, sulphur, magnesium and calcium.
The use of fertilisers is one of the most effective ways to improve agricultural yields and
therefore help to address the anticipated future imbalance between food, feed and biofuel
demand and supply caused by a fast-growing global population and limited additional
land availability for agricultural use.
Anglo American reserves the following rights:
- To reduce the offer consideration by the amount of any dividend or other distribution or
return of capital which is paid or becomes payable by Sirius after the date of this
announcement
- To introduce other forms of consideration and / or to vary the composition of the
consideration
- To make an offer for Sirius at any time on less favourable terms:
o with the agreement or recommendation of the Board of Sirius; or
o if a third party announces a firm intention to make an offer for Sirius on less
favourable terms; or
o if Sirius announces a “whitewash” transaction
In accordance with Rule 2.6(a) of the Code, Anglo American is now required, by not later than
5.00 pm (London time) on 5 February 2020, the date 28 days after today’s announcement, to
either announce a firm intention to make an offer for Sirius in accordance with Rule 2.7 of the
Code or announce that it does not intend to make an offer for Sirius, in which case the
announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline
will only be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of
the Code.
There can be no certainty that any offer will be made. A further statement will be made as
appropriate.
Unless otherwise stated, information concerning Sirius has been extracted from published
sources. The value attributed to Sirius’ share capital is based on an assumed number of Sirius’
issued share capital of 7,020,196,560 ordinary shares as at the close of business on 7 January
2020.
The Company has a primary listing on the Main Market of the London Stock Exchange and
secondary listings on the Johannesburg Stock Exchange, the Botswana Stock Exchange, the
Namibia Stock Exchange and the SIX Swiss Exchange.
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
For further information, please contact:
Anglo American
Media Investors
UK UK
James Wyatt-Tilby Paul Galloway
james.wyatt-tilby@angloamerican.com paul.galloway@angloamerican.com
Tel: +44 (0)20 7968 8759 Tel: +44 (0)20 7968 8718
Marcelo Esquivel Robert Greenberg
marcelo.esquivel@angloamerican.com robert.greenberg@angloamerican.com
Tel: +44 (0)20 7968 8891 Tel: +44 (0)20 7968 2124
Katie Ryall Emma Waterworth
katie.ryall@angloamerican.com emma.waterworth@angloamerican.com
Tel: +44 (0)20 7968 8935 Tel: +44 (0)20 7968 8574
South Africa
Pranill Ramchander
pranill.ramchander@angloamerican.com
Tel: +27 (0)11 638 2592
Sibusiso Tshabalala
sibusiso.tshabalala@angloamerican.com
Tel: +27 (0)11 638 2175
Bank of America Securities (Joint Financial Adviser to Anglo American)
Ben Davies Tel: +44 (0) 20 7628 1000
Geoff Iles
Peter Surr
Centerview Partners UK LLP (Joint Financial Adviser to Anglo American)
James Hartop Tel: +44 (0) 20 7409 9700
Edward Rowe
Fiona McHardy
Linklaters LLP is retained as legal adviser to Anglo American.
The person responsible for this announcement is Richard Price, General Counsel and Company
Secretary of Anglo American.
IMPORTANT NOTICES
Centerview Partners UK LLP ("Centerview Partners") is authorised and regulated by the Financial
Conduct Authority. Centerview Partners is acting exclusively for Anglo American and no one else
in connection with the matters referred to in this announcement. Centerview Partners is not and
will not be responsible to anyone other than Anglo American for providing the protections afforded
to its clients or for providing advice in connection with the contents of this announcement or any
other matter referred to in this announcement. Neither Centerview Partners, nor any of its
affiliates, owes or accepts any duty, liability or responsibility whatsoever to any person who is not
a client of Centerview Partners in connection with this announcement, any statement contained
herein or otherwise.
Merrill Lynch International (“BofA Securities”), which is authorised by the UK Prudential
Regulatory Authority and regulated by the Financial Conduct Authority and the UK Prudential
Regulatory Authority, is acting exclusively for Anglo American and for no one else and will not be
responsible to anyone other than Anglo American for providing the protections afforded to its
clients or for providing advice in relation to the matters referred to in this announcement. Neither
BofA Securities, nor any of its affiliates, owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to
any person who is not a client of BofA Securities in connection with this announcement, any
statement contained herein or otherwise. BofA Securities has given, and not withdrawn, its
consent to the inclusion in this announcement of the references to its name in the form and
context in which they appear.
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on Anglo
American’s website at www.angloamerican.com by no later than 12 noon (London time) on the
business day following the date of this announcement. The content of the website referred to in
this announcement is not incorporated into and does not form part of this announcement.
This communication is not intended to and does not constitute an offer to buy or the solicitation
of an offer to subscribe for or sell or an invitation to purchase or subscribe for any securities or
the solicitation of any vote in any jurisdiction. The release, publication or distribution of this
communication in whole or in part, directly or indirectly, in, into or from certain jurisdictions may
be restricted by law and therefore persons in such jurisdictions should inform themselves about
and observe such restrictions.
The distribution of this announcement in jurisdictions outside the United Kingdom may be
restricted by law and therefore persons into whose possession this announcement comes should
inform themselves about, and observe, such restrictions. Any failure to comply with the
restrictions may constitute a violation of the securities law of any such jurisdictions.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of
relevant securities of an offeree company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities exchange offeror is
first identified. An Opening Position Disclosure must contain details of the person’s interests and
short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person
to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th
business day following the commencement of the offer period and, if appropriate, by no later than
3.30 pm (London time) on the 10th business day following the announcement in which any
securities exchange offeror is first identified. Relevant persons who deal in the relevant securities
of the offeree company or of a securities exchange offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any
class of relevant securities of the offeree company or of any securities exchange offeror must
make a Dealing Disclosure if the person deals in any relevant securities of the offeree company
or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person’s interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s),
save to the extent that these details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal
or informal, to acquire or control an interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single person for the purpose of Rule
8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and
Dealing Disclosures must also be made by the offeree company, by any offeror and by any
persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening
Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table
on the Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details of the
number of relevant securities in issue, when the offer period commenced and when any offeror
was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638
0129 if you are in any doubt as to whether you are required to make an Opening Position
Disclosure or a Dealing Disclosure.
Notes to editors:
Anglo American is a leading global mining company and our products are the essential
ingredients in almost every aspect of modern life. Our portfolio of world-class competitive mining
operations and undeveloped resources provides the metals and minerals that enable a cleaner,
more electrified world and that meet the fast growing consumer-driven demands of the world’s
developed and maturing economies. With our people at the heart of our business, we use
innovative practices and the latest technologies to discover new resources and mine, process,
move and market our products to our customers around the world – safely, responsibly and
sustainably.
As a responsible miner – of diamonds (through De Beers), copper, platinum group metals, iron
ore, coal and nickel – we are the custodians of what are precious natural resources. We work
together with our business partners and diverse stakeholders to unlock the sustainable value that
those resources represent for our shareholders, the communities and countries in which we
operate, and for society as a whole. Anglo American is re-imagining mining to improve people’s
lives.
www.angloamerican.com
Legal Entity Identifier: 549300S9XF92D1X8ME43
Date: 08-01-2020 09:19:00
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